As described in the UberMedia Universal Terms, these Additional Terms for Members (“Member Terms”) apply to “Members”, meaning anyone who opens an account with UberMedia. In the event of a conflict between these Member Terms and the Universal Terms, these Member Terms will govern. Words and phrases defined in the Universal Terms have the same meanings in these Member Terms.

  1. Agreement and Authority.
    1. When you click the “I agree” button, you are (i) representing that you have read these Member Terms; (ii) agreeing to these Member Terms; (iii) acknowledging that you have already agreed to the Universal Terms; and (iv) representing that you are authorized to create and use this account either because it is yours or because you have been authorized by the named account holder (e.g., your employer).
    2. We may change all or part of the Agreement at any time, including these Member Terms. We may make changes by posting the changed terms on the Site. Your continued use of the Site and/or our Services will constitute acceptance of the changed terms.
  2. Your Account.
    1. You can use your account only for one purpose: promoting the information and content you have published on third party services (“Content”) to the users of websites, devices, applications and other publishing platforms and mechanisms (collectively, “Properties”). Among other things, this means you cannot open or use an account for the purpose of making a competitive assessment of our Services or pricing.
    2. All of the information you provide to establish your account must be accurate, including your credit card and contact information.
    3. You are responsible for anyone who has your account ID and password and all charges incurred in your account. Please notify us right away if you have lost control of your account ID or password or you suspect there is unauthorized activity in your account.
    4. You cannot transfer your account to someone else without our express written permission.
    5. While we hope this never happens, we reserve the right to suspend or terminate your account or your bidding at any time for any reason or no reason, in our sole discretion. This is not our exclusive remedy under any circumstances.
  3. Content.
    1. We receive Content directly (a) through APIs, “feeds” or other mechanisms provided by third party services such as Twitter and (b) by accessing your accounts with such third parties as authorized by you below and during your use of the Services. You acknowledge that our use of Content received directly from third parties is authorized by our agreements with those third parties without need for any direct consent or license from you. As to Content we receive by accessing your accounts with third parties, you hereby authorize UberMedia to access your account for the purpose of obtaining such Content.
    2. The following license applies (a) in the event that it is determined that we needed your direct consent or license to Use Content provided directly by third parties, and (b) to all Content UberMedia receives by accessing your third party accounts. You hereby grant UberMedia and our Publishers a perpetual, irrevocable worldwide royalty-free right and license to “Use” all Content. “Use” means the exercise of all rights, including any copyright, trademark, patent, publicity or other rights, needed or beneficial for UberMedia and Publisher to operate the Services, including any rights needed to access, obtain, host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of the Content, in any media known now or in the future.
    3. You understand that we will place your Content on Properties. Properties may include a wide variety of websites, devices, applications and other publishing platforms and mechanisms. To the extent not already authorized by our agreements with third party providers, you hereby authorize and consent to all such placements and you agree that all placements of Content shall conclusively be deemed to have been approved by you. You acknowledge that we do not offer the option of blocking Content from appearing in any specific location.
    4. We may modify your Content in order to transmit, display or distribute it or to meet the limitations of Publishers, networks, devices, services or media. We may also label your Content as we believe necessary to comply with any applicable law or regulation. We may also include other content, including advertising, alongside your Content, without sharing any revenue from such other content with you.
    5. You are solely responsible for the Content in every possible respect, including ensuring that the Content complies with your Representations and Warranties below.
    6. You understand that UberMedia may evaluate any website associated with your Content, whether by automated or manual means.
  4. Keywords.
    1. You may only select keywords that are relevant to your Content. We reserve the right but not the obligation to screen and remove keywords from your account in our sole discretion. You may not add back any keyword we have removed from your account unless we agree otherwise via email. In addition, you will promptly remove any keyword at our request.
    2. Your keywords must comply with our policies, located here.
    3. You are solely responsible for each and every keyword associated with your account, regardless of whether we have suggested keywords to you.
  5. Your Campaigns and Bids.
    1. Bids are subject to the minimum bid requirements in effect at the moment of the bid.
    2. You are solely responsible for the daily and campaign budgets you set for your account (or fail to set) and all activity related to bidding, including placing and managing bids.
    3. You will be charged each time that your Content is returned in response to a bidded keyword, whether the keyword is derived from a webpage, a user query, or other source. A “bidded keyword” is a keyword in your account, related keywords or other keywords we believe are relevant to you and your Content. In the event that we institute cost-per-click bidding and you participate in such bidding, you will be charged for all clicks on your Content. We refer to each of these events as a “Successful Bid”.
    4. UberMedia may offer free or discounted use of our Services and may grant credits that can be used to bid on keywords. We may offer these types of incentives to all members or only some members, in our sole discretion. If we offer you any type of incentive, you will only be entitled to use it once . if you try to repeatedly use an incentive, we will revoke it and you will be liable for all amounts used under the incentive.
  6. Payment.
    1. We will charge the credit card you provide in your account for all charges for the Service. Our measurement of Successful Bids and the associated amounts owed are the definitive measurements and will be the only information used to calculate your charges. In order to improve our Services, we frequently conduct live tests and you will pay for all charges incurred during those tests.
    2. Late payments bear interest at the lower of 1.5% per month or the highest rate permitted by law. If you fail to make any payment due, you will pay all reasonable expenses (including attorneys. fees) we incur to collect such charges.
    3. Our charges do not include any taxes. You are obligated to pay any applicable tax in addition to any amounts owed to us.
    4. All payments and unused promotional credits are our property and they are non-refundable. You must submit any dispute about a charge to your account in writing within 60 days of the date you incurred the charge, otherwise you waive such dispute and such charge will be final and not subject to challenge.
    5. Our policy on inactive accounts and account balances is here.
  7. Use of Data. You may use data you obtain in connection with your use of our Services, including data related to the performance of the Services, solely for internal use to manage your account with us. Among other things, you may not share such data with third parties, create profiles of users or use such data for retargeting.
  8. More Things You Cannot Do.
    1. Generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks, follows, or other actions, whether on your Content or the content of another Member.
    2. Promote anything illegal or engage in any illegal or fraudulent practices.
    3. Link your UberMedia account to any third party account without the explicit authorization of the account holder.
    4. Link your UberMedia account to third party accounts that belong to different people or entities. All third party accounts linked to your UberMedia account must be held by the same person or entity.
  9. Closing Accounts. You may close your account by following the instructions located here. Closing your account means that you will no longer have the ability to choose or bid on keywords and that we will no longer charge your credit card for active bids within a technically reasonable period of time after you close the account. You acknowledge that we will retain your account information for archival and other internal business purposes and that we may still use your Content as permitted by third party services.
  10. Representations and Warranties. You represent and warrant that:
    1. All information you supply to UberMedia is complete, correct and current.
    2. All Content you have provided and will provide to or through the third party services accessed by UberMedia complies with the applicable third party terms, rules and/or policies.
    3. Your Content and our Use of your Content in accord with this Agreement will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including intellectual property and privacy rights).
  11. Additional Disclaimer and Limitation of Liability. In addition to the disclaimer and limitation of liability in the Universal Terms, the following additional disclaimers apply. To the fullest extent permitted by law, UBERMEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. UberMedia makes no representations and disclaims any guarantees, including availability and delivery of impressions, placement of your Content, clicks on your Content and any other type of conversion or result (e.g., Follows), the accuracy of Publisher data (e.g., reach, size of audience, demographics or other purported characteristics of audience), other content or advertising that may appear adjacent to your Content, or any other aspect of the Services. You understand that third parties may generate impressions or other interactions with Content for prohibited or improper purposes and that even valid impressions and clicks may not lead to a user successfully reaching your web presence directly. You accept the risk of all such impressions and interactions. Your exclusive remedy and UberMedia’s exclusive liability for suspected invalid charges is to make a claim for a refund in the form of credits for UberMedia Services within the time period required under Section 6.4 above. Any refunds for suspected invalid charges are within UberMedia’s sole discretion. EXCEPT FOR AMOUNTS OWED UNDER YOUR INDEMNITY OBLIGATIONS AND ANY BREACH OF SECTIONS 7 OR 8, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO MEMBER’S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO UBERMEDIA BY MEMBER FOR THE CONTENT GIVING RISE TO THE CLAIM.
  12. Additional Indemnity. In addition to your indemnity obligations under the Universal Terms, you will indemnify and defend UberMedia, its Publishers, agents, representatives, vendors, affiliates, directors, employees, other Members and licensors from any third party claim or liability arising out of or related to the Content, our Use of the Content, your use of the Site and/or Services, your keywords, or breach of the Agreement. Publishers and other Members shall be deemed third party beneficiaries of this indemnity.
  13. Survival. The Universal Terms and Sections 6-14 of these Member Terms will survive suspension, termination or closure of your account for any reason or any expiration or termination of this Agreement.
  14. Miscellaneous. Member shall not disclose the terms or conditions of these Member Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Notice to Member may be effected by sending an email to the email address specified in Member’s account, and is deemed received when sent.

These Terms of Service were last updated on January 15, 2011.